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                                                                EXHIBIT  10(g)

                            COACHMEN INDUSTRIES, INC.

                               LONG TERM INCENTIVE
                     PERFORMANCE BASED RESTRICTED STOCK PLAN


o        AUTHORITY: 2000 Omnibus Stock Incentive Plan, approved by Shareholders
         May, 2000, authorizes 2 million shares for incentive compensation
         purposes for Directors, Officers and Key employees. The Compensation
         Committee has the authority to act in furtherance of these purposes,
         pursuant to its charter and the authority granted to it by the Board of
         Directors.

o        PURPOSE:
         o To further align the interests of Executives and Senior Management
           with those of the Shareholders.
         o To motivate and reward superior performance.
         o To enhance recruitment and retention.
         o To advance stock ownership by Senior Company Executives.

o        ELIGIBILITY:
         o The Compensation Committee of the Board of Directors may use
           its discretionary powers to determine participating Executives
           and Senior Managers as well as awards.
         o Participants must be full time employees, in good standing,
           with current Business Protection Agreements in effect, and be
           in compliance with Coachmen's Code of Conduct.
         o Eligible participants may include all Corporate and Subsidiary senior
           executives and officers.

o        TYPE: Restricted Stock, restrictions determined by the Compensation
         Committee.

o        PERFORMANCE MEASUREMENT:  The financial performance measurement for the
         restricted share award is consolidated Net Income.

o        MEASUREMENT PERIODS: Financial performance of the Company will be
         measured over three (3) calendar years. Each three-year period is
         referred to as a Performance Measurement Period. Performance
         Measurement Periods may overlap such that performance in one year may
         contribute to the performance of multiple measurement periods.

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o        NUMBER OF RESTRICTED SHARES AVAILABLE FOR AWARD: A total of
         approximately 100,000 restricted shares per Performance Measurement
         Period for all participants, plus a reserve of 15% of the targeted
         awards.

o        ISSUANCE OF SHARES: 100% of the target award of shares for each
         individual participant will be issued in the name of the participant at
         the beginning of the Performance Measurement Period. Certificates will
         be held by the Company until the earlier of the end of the Performance
         Measurement Period or a Change in Control.

o        THRESHOLD AND MAXIMUM AWARD LEVELS: In order to earn any award for
         any Performance Measurement Period, at least 85% (threshold level) of
         the financial performance measurement target must be achieved for that
         Performance Measurement Period. In any Performance Measurement Period
         the maximum level that can be awarded is 115% of the target performance
         measurement.
         o   Subject to the threshold and maximum award levels, each percentage
             point change in performance will result in a corresponding
             percentage point change in payout. (84% performance = 0% payout),
             (85% performance = 85% payout), (90% performance = 90% payout),
             (110% performance = 110% payout), (125% performance = 115% payout)

o        VESTING:   Shares earned during a Performance Measurement Period vest
         on the earlier of the first day of the year following the end of the
         Performance Measurement Period (subject to completion of the final
         accounting and audit of the financial statements of the 3rd year of the
         Performance Measurement Period) or the date of termination of
         employment due to death, disability or retirement at age 65 or older
         or, at the discretion of the Compensation Committee, upon early
         retirement ("Vesting Date"), provided that, except in the case of
         death, disability or retirement (including, at the discretion of the
         Committee, early retirement), no award is earned and no distribution
         will be made unless a participant has been a full time employee of the
         Company or its subsidiaries for at least three years by the Vesting
         Date; further provided that, in the event of a Change in Control (as
         defined in the Company's Change in Control Agreements with its key
         executives), all shares issued in the name of participants in the
         program vest immediately at the 115% level, and will be immediately
         delivered to the participants, without restrictions, regardless of
         performance or length of employment.

o        AWARD DISTRIBUTION: The amount of the participant's long term incentive
         award is determined at the end of each Performance Measurement Period.
         The amount of the award earned by a participant shall be equal to the
         amount calculated by multiplying (i) the participant's target award for
         the Performance Measurement Period by (ii) the percentage obtained by
         dividing the Company's actual consolidated Net Income during the
         Performance Measurement Period by the Consolidated Net Income target
         established for the Performance Measurement Period, rounded to the
         nearest whole number subject in each case to the


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         Threshold and Maximum limitations described above. Fractional shares
         shall not be issued; any fraction of share will be rounded to the
         nearest whole share. As needed, issued certificates may be cancelled or
         reissued to adjust for the actual amount of shares earned. Unused
         shares will be returned to the Omnibus Plan pool. Awards will be
         distributed within thirty (30) days after the filing of the Company's
         10-K with the Securities Exchange Commission.
         o   For example: if the performance measurement is met for the 2003,
             2004 and 2005 Performance Measurement Period, the restricted shares
             would vest January 1, 2006.  The actual number of shares to be
             awarded, if any, will be determined when the final financial
             statements for 2005 are available and the audit is complete.
         o   The award targets for each participant for each year in the
             Performance Measurement Period and the financial performance
             measurement target are determined by the Compensation Committee
             within the first 90 days after the commencement of the three-year
             Performance Measurement Period.
         o   Under this plan, no distributions will occur until the end of
             the third year of each Performance Measurement Period, when
             the Restricted Stock awards may vest based on employment and
             the achievement of performance goals, except in the event of a
             Change in Control.

o        RESTRICTION PERIOD:  The Performance Measurement Period, or until a
         Change in Control.

o        RESTRICTIONS: The participant cannot sell, transfer, pledge or use
         shares as collateral, during the Restriction Period. Restrictions lapse
         at the end of each Performance Measurement Period or upon a Change in
         Control.

o        VOTING RIGHTS:  The participant may vote shares during the Restriction
         Period.

o        DIVIDEND RIGHTS: Dividends will be paid to an interest bearing account
         and held for the participant subject to the same vesting requirements.
         Dividends plus interest attributable to the dividends on the shares
         ultimately earned will be paid to participants when the certificates
         are delivered and will not be available for participation in any
         dividend reinvestment plan.

o        TERMINATION PROVISIONS:
         o   If the participants' employment is terminated for any reason
             other than death, disability or retirement at age 65 or older
             during the Performance Measurement Period, then all unvested shares
             are forfeited except at the discretion of the Compensation
             Committee if employment is terminated at the request of the Company
             without cause or fault of the participant, or the participant
             retires early in accordance with the policies and procedures of the
             Company.
         o   In the event of termination due to death or disability: The
             Restricted Shares will be prorated based on the date of death or
             disability and the number of months the participant was actively
             employed during the


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             year of death or disability. The final award determination and
             payouts are made with the rest of the group at the end of the
             Performance Measurement Period.
         o   In the event of retirement: The Restricted Shares will be
             prorated based on the date of retirement and the number of months
             the participant was actively employed during the year. The final
             award determination and payouts are made with the rest of the group
             at the end of the Performance Measurement Period.

o        REVISIONS FOR SIGNIFICANT EVENTS:
         o   When circumstances occur (including, but not limited to, unusual or
             nonrecurring events, changes in tax laws or accounting principles
             or practices or changed business or economic conditions), that
             cause any performance goal, payout schedule and/or level of
             performance or distribution to be inappropriate in the judgment of
             the Compensation Committee, the Committee may make such changes to
             this plan, and/or the performance targets for a Performance
             Measurement Period as it deems reasonable.

o        COMPANY TAX CONSEQUENCES:
         o   At time of grant - no tax deduction can be taken.
         o   When stock is issued and restrictions lapse - Company receives tax
             deduction equal to the participant's ordinary income.
         o   When the participant sells the shares - no tax deduction can be
             taken by the Company.
         o   Dividends are deductible by the Company when paid to the Executive.

o        EARNINGS PER SHARE CONSEQUENCES:
         o   Immediate dilution of EPS for total shares granted.

o        EARNINGS CONSEQUENCES:
         o   The fair market value at the time of the grant is charged to
             earnings over the restriction period.

o        OVERHANG AND RUN RATES:
         o   Overhang is unaffected by the granting of Restricted Stock
             awards. The annual run rate will increase with the granting of
             Restricted Stock, and decrease if the awards are not earned.

o        TAX IMPACT ON THE PARTICIPANT:
         o   No tax - at time of grant.
         o   When restrictions lapse, the current market value of vested  shares
             are taxed as ordinary income subject to maximum tax rate. The
             Company will notify the participant of the amount due to satisfy
             the tax withholding requirements with respect to the stock. The
             participant shall pay the amount due to satisfy the tax withholding
             requirements in cash; provided, however, that the participant may
             elect to meet the

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             tax withholding requirement by requesting the Company, in writing,
             to withhold from such award the appropriate number of shares of
             Common Stock, rounded up to the next whole number, which would
             result in proceeds equal to the tax withholding requirement. Any
             election by a participant to have shares withheld under this
             Section shall be subject to such terms and conditions as the
             Committee may specify, which may include that the election shall be
             irrevocable. If the cash required (whether paid directly or
             indirectly through the sale of stock election described above) is
             not received by the Company within sixty (60) days of notification
             by the Company of the tax withholding due, the Committee shall have
             the right to take whatever action it deems appropriate, including
             voiding the award. The Company shall not deliver or pay the award
             (net of the tax withholding) until the tax-withholding obligation
             is satisfied.
         o   Dividends are taxed as ordinary income subject to maximum tax rate
         o   Participant has the opportunity to make a tax-advantaged IRC
             Section 83(b) election at time of grant. Under this election, the
             participant pays ordinary income and FICA taxes on the value of the
             grant at the time of granting. Upon subsequent sale, any gain over
             the grant value is taxed at the long-term capital gains rate
             (assuming holding period requirements are met.) If an 83(b)
             election had been made, the participant forfeits the taxes paid,
             even if the participant never receives the stock.
         o   At Sale - assuming the stock is held for 12 months after vesting,
             the gain on sale over the market value at the time of vesting of
             the restricted shares, receives long-term capital gains treatment.